TopBuild plans $400M note redemption tied to merger

TopBuild Corp. plans to redeem the entire $400 million aggregate principal amount of its 3.625% Senior Notes due 2029.

(High)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

TopBuild Corp. plans to redeem the entire $400 million aggregate principal amount of its 3.625% Senior Notes due 2029. The company has instructed the trustee to send a conditional redemption notice setting July 1, 2026 as the redemption date, at a redemption price equal to 100.000% of principal plus accrued and unpaid interest.

This redemption is expressly conditioned on obtaining the stockholder approvals needed to complete the proposed acquisition of TopBuild under the Agreement and Plan of Merger dated April 18, 2026 with QXO, Inc. and its subsidiaries, or on TopBuild’s written waiver of that approval condition. The communication emphasizes that it is not itself a notice of redemption and includes extensive cautionary language about forward-looking statements and risks that could prevent either the acquisition or the redemption from occurring.

Insights

TopBuild links redemption of $400M notes to its pending acquisition.

TopBuild has elected its optional right to redeem $400 million of 3.625% Senior Notes due 2029 at 100.000% of principal plus accrued interest on July 1, 2026. This is a full redemption of that series, not a partial call.

The obligation to redeem is conditioned on stockholder approvals for the proposed acquisition of TopBuild by QXO, Inc., as set out in the April 18, 2026 merger agreement, or on TopBuild waiving that condition. The filing also references a Form S-4 filed on May 18, 2026 in connection with the transaction.

The action signals an intent to realign the capital structure around the contemplated merger, but execution depends on several risks identified in the forward-looking statements, including failure to obtain approvals, possible termination of the merger agreement, and potential litigation or regulatory actions. Actual effects on leverage and interest costs will depend on whether the acquisition and redemption are ultimately completed.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Senior notes principal: $400 million aggregate principal Coupon rate: 3.625% Redemption price: 100.000% of principal plus interest +3 more

6 metrics

Senior notes principal $400 million aggregate principal 3.625% Senior Notes due 2029 subject to redemption

Coupon rate 3.625% Interest rate on Senior Notes due 2029

Redemption price 100.000% of principal plus interest Price to redeem notes on redemption date

Redemption date July 1, 2026 Scheduled date for full note redemption

Merger agreement date April 18, 2026 Agreement and Plan of Merger with QXO and subsidiaries

Form S-4 filing date May 18, 2026 Registration Statement on Form S-4 filed by QXO

Key Terms

optional redemption right, 3.625% Senior Notes due 2029, Redemption Price, Agreement and Plan of Merger, +2 more

6 terms

optional redemption right financial

"TopBuild Corp. ... elected to exercise its optional redemption right to redeem the entire outstanding $400 million..."

3.625% Senior Notes due 2029 financial

"the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the “Notes”)"

Redemption Price financial

"The Notes will be redeemed at a redemption price equal to 100.000% of the principal amount ... (the “Redemption Price”)"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

Agreement and Plan of Merger regulatory

"proposed acquisition of TopBuild contemplated by the Agreement and Plan of Merger, dated as of April 18, 2026..."

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

Registration Statement on Form S-4 regulatory

"a Registration Statement on Form S-4 filed by QXO with the SEC on May 18, 2026 in connection with the proposed transaction"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

forward-looking statements regulatory

"This communication contains forward-looking statements. Statements that are not historical facts..."

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did TopBuild Corp. (BLD) announce about its 3.625% Senior Notes due 2029?

TopBuild Corp. elected to exercise its optional redemption right for the entire $400 million of its 3.625% Senior Notes due 2029. The notes are scheduled to be redeemed at 100.000% of principal plus accrued and unpaid interest, contingent on conditions tied to a proposed acquisition.

When is the scheduled redemption date for TopBuild’s $400 million senior notes?

The scheduled redemption date for TopBuild’s 3.625% Senior Notes due 2029 is July 1, 2026. On that date, if conditions are satisfied or waived, TopBuild would pay 100.000% of principal plus accrued and unpaid interest to, but excluding, the redemption date to redeem all outstanding notes.

How is TopBuild’s note redemption linked to the proposed QXO acquisition of BLD?

TopBuild’s obligation to redeem the notes is subject to stockholder approvals needed to complete the proposed acquisition by QXO, under the April 18, 2026 merger agreement. TopBuild may also waive this approval condition in writing, so the redemption is directly tied to the transaction’s progress.

What redemption price will TopBuild pay for its 3.625% Senior Notes due 2029?

TopBuild intends to redeem the notes at a redemption price equal to 100.000% of their principal amount, plus accrued and unpaid interest to, but excluding, the July 1, 2026 redemption date. This price applies to the entire $400 million aggregate principal outstanding, subject to conditions.

Does the TopBuild 8-K filing itself serve as a notice of redemption for noteholders?

No, the communication explicitly states it does not constitute a notice of redemption for any notes. Instead, TopBuild has instructed the trustee, U.S. Bank Trust Company, National Association, to issue a separate conditional notice of redemption directly to registered holders of the 3.625% Senior Notes.

What risks and uncertainties does TopBuild highlight regarding the acquisition and redemption?

TopBuild cites risks such as failure to complete the acquisition on anticipated terms, not obtaining required stockholder approvals, potential termination of the merger agreement, higher-than-expected transaction costs, litigation or regulatory actions, and broader economic, competitive, legal, tax, and geopolitical uncertainties affecting outcomes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 04:22 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 29, 2026

TopBuild Corp.

(Exact name of registrant as specified in its charter)


Delaware	001-36870	47-3096382
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

475 North Williamson Boulevard

Daytona Beach, Florida

32114

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (386) 304-2200

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.01 per share	BLD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01

Other Events.

On May 29, 2026, TopBuild Corp., a Delaware corporation (“TopBuild”), elected to exercise its optional redemption right to redeem the entire outstanding $400 million aggregate principal amount of its 3.625% Senior Notes due 2029 (the “Notes”), subject to the Approval Condition (as defined below), and instructed U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee under the indenture governing the Notes, to issue a conditional notice of redemption (the “Redemption Notice”) to registered holders of the Notes. The date fixed for the redemption of the Notes is July 1, 2026 (the “Redemption Date”). The Notes will be redeemed at a redemption price equal to 100.000% of the principal amount of the Notes plus accrued and unpaid interest on the Notes to, but excluding, the Redemption Date (the “Redemption Price”), subject to the receipt of the stockholder approvals required to consummate the proposed acquisition of TopBuild contemplated by the Agreement and Plan of Merger, dated as of April 18, 2026, by and among QXO, Inc., a Delaware corporation (“QXO”), Titanium MergerCo, Inc., a Delaware corporation and wholly owned subsidiary of QXO, Titanium MergerCo 2, LLC, a Delaware limited liability company and wholly owned subsidiary of QXO, and TopBuild (the “Approval Condition”). TopBuild’s obligation to redeem the Notes and pay the Redemption Price on the Redemption Date is subject to, and conditioned upon, the satisfaction or written waiver by TopBuild of the Approval Condition. The foregoing does not constitute a notice of redemption with respect to any of the Notes.

Cautionary Statement Regarding Forward-Looking Information

This communication contains forward-looking statements. Statements that are not historical facts, including statements about the redemption of the Notes on the Redemption Date and the proposed acquisition, are forward-looking statements. These statements are based on plans, estimates, expectations and/or goals at the time the statements are made, and readers should not place undue reliance on them. In some cases, readers can identify forward-looking statements by the use of forward-looking terms such as “may,” “will,” “should,” “expect,” “opportunity,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “target,” “goal,” or “continue,” or the negative of these terms or other comparable terms. Forward-looking statements involve inherent risks and uncertainties and readers are cautioned that a number of important factors could cause actual results to differ materially from those contained in any such forward-looking statements. Factors that could cause actual results to differ materially from those described herein include, among others: (i) the risk that the proposed acquisition of TopBuild may not be completed on the anticipated terms in a timely manner or at all; (ii) the failure to satisfy any of the conditions to the consummation of the proposed acquisition or the Redemption Notice, including the risk that the required stockholder approvals may not be obtained; (iii) the effect of the pendency of the proposed acquisition on each of QXO’s and TopBuild’s business relationships with employees, customers, or suppliers, or on operating results or the businesses generally; (iv) the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the acquisition agreement for TopBuild, including circumstances that require the payment of a termination fee; (v) the possibility that the proposed acquisition may be more expensive to complete than anticipated, including as a result of unexpected factors or events, significant transaction costs or unknown liabilities; (vi) potential litigation and/or regulatory action relating to the proposed acquisition; (vii) the risk that the anticipated benefits of the proposed acquisition may not be fully realized or may take longer to realize than expected; (viii) the impacts of legislative, regulatory, economic, competitive or technological changes; (ix) QXO’s ability to finance the proposed acquisition; (x) unknown liabilities and uncertainties regarding general economic, market sector, competitive, legal, regulatory, tax and geopolitical conditions; and (xi) those risks and uncertainties set forth in QXO’s and TopBuild’s filings with the Securities and Exchange Commission (the “SEC”), including each company’s Annual Report on Form 10-K for the year ended December 31, 2025 and subsequent Quarterly Reports on Form 10-Q, and a Registration Statement on Form S-4 filed by QXO with the SEC on May 18, 2026 in connection with the proposed transaction. Forward-looking statements should not be relied on as predictions of future events, and these statements are not guarantees of performance or results. Forward-looking statements herein speak only as of the date each statement is made. Neither QXO nor TopBuild undertakes any obligation to update any of these statements in light of new information or future events, except to the extent required by applicable law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: May 29, 2026

	TOPBUILD CORP.

	By:	/s/ Luis F. Machado
		Name:	Luis F. Machado
		Title:	Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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TopBuild plans $400M note redemption tied to merger

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